Union Bylaws

BYLAWS OF THE MIDWEST RUGBY FOOTBALL UNION, INC.

Ratified and restated on February 10, 2024

BYLAW I – NAME, LOCATION, AND AFFILIATIONS

Section 1.01 Name.  The name of this organization is the Midwest Rugby Football Union, Inc., (hereinafter “Union”) which is a federally recognized not-for-profit corporation organized under the laws of the State of Illinois.

Section 1.02 Location.  The principal office of the Union shall be located within or near the City of Chicago, Illinois, at such place the Management Committee shall designate. The Union may maintain additional offices at such other places as the Management Committee shall designate.

Section 1.03 Affiliations. The Union will affiliate itself with the international and national governing bodies of Rugby Union.  At the time of the adoption of these Restated Bylaws, the Union is affiliated with World Rugby and the United States of America Rugby Football Union, Ltd.

BYLAW II – PURPOSE

Section 2.01 General Purpose(s).  The Union is organized and operated for the following general purposes:

1. An amateur athletic union operated to foster the sport of Rugby Union competition among its membership within the meaning of 501(c)(4) of the Internal Revenue Code or the corresponding provision of any future United States internal revenue law.
2. To exercise such rights, powers, duties, and authority of a not-for-profit organization under the Non-profit Corporation Act of the State of Illinois which are consistent with the preceding paragraph.

Section 2.02 Specific Purpose(s).  The specific purposes of the Union include the following:

1. To foster, promote, encourage, and grow the sport of Rugby Union in all its aspects within the midwestern geographic region of the United States of America (Territory).
2. To ensure that the playing of the sport of Rugby Union is carried out in accordance with the Laws of the Game of Rugby as framed by World Rugby and USA Rugby.
3. To aid in the formation of both National and Union representative teams to engage in local and international competition against teams from other regions and countries.
4. To engage in programs for the inter-union exchange of training and coaching materials, skills, and personnel.
5. Assure that all its’ Individual Members, Member Clubs, and Organizational Members comply with all governing documents, objectives, policies, regulations, and contractual agreements of the Union including those the Union has with its affiliated governing bodies, World Rugby, USA Rugby and Senior Club Rugby Council governing documents, objectives, policies, and contractual agreements. This includes, but is not limited to, Community Agreements, Terms of Reference and the Senior Club Rugby Community Agreement which is specifically applicable to the (Midwest) Union, the Union’s Member Clubs, USA Rugby, and the Senior Club Rugby Council.
6. To acquire assets to carry out these stated objectives.

BYLAW III – MEMBERSHIP

Section 3.01 Designation of Membership. The Membership of the Union shall be designated into three classifications:

Section 3.01.01 Individual Members. A player, coach, referee, and/or administrator participating in the sport of Rugby Union for a Member Club of the Union, or a person otherwise involved or interested in the sport of Rugby Union that has timely submitted a signed (electronic or otherwise), factually correct, and complete membership application in the form prescribed by the Management Committee.

Individual Membership is open to any person, regardless of race, color, religion, age, gender, sexual orientation, national origin, or physical disability who meets the eligibility criteria set forth in these Bylaws.

Section 3.01.02 Member Clubs. An organization of Individual Members, formed by or on behalf of its affiliated Individual Members, exists to facilitate the participation of its affiliated Individual Members in the sport of Rugby Union and to promote goals consistent with the goals and objectives of the Union, its affiliated governing bodies, and the Member Club’s governing Local Area Union. 

A Member Club must have submitted a signed, factually correct, and complete membership application in the form prescribed by the Management Committee and the appropriate Local Area Union (LAU) of the (Midwest) Union. Admission of a new club will be predicated on the endorsement of its governing LAU.

Section 3.01.02(a) Associate Member Club – Under certain circumstances, an organization of Individual Members may be considered an Associate Member Club for a limited period deemed appropriate by the Management Committee.  Associate Member Clubs do not have voting rights and do not receive the benefits Member Clubs are granted by the Union.  Examples of such clubs could include:

1. Start-up Clubs which are in the process of formation.
2. An “occasional” Club formed for the purpose of playing one or more specific matches/games, but not having a regular schedule.
3. Any Club, or group of persons, and individuals who have banded together in a formal manner to advance the game of Rugby within the Union, and who are not Full Club Members in Good Standing.

Section 3.01.03 Organizational Members  are further subdivided into two (2) categories:

Section 3.01.03(a) Local Area Unions – an organization of Member Clubs operating in a geographic region determined by the Management Committee, formed by or on behalf of its affiliated Member Clubs, existing to facilitate the participation of its affiliated Member Clubs in the sport of Rugby Union and to promote goals consistent with the goals and objectives of the Union and its affiliate governing bodies.

LAUs shall support and comply with, and assure their Member Clubs comply with, all governing documents, objectives, policies, regulations, and contractual agreements of the Union including those the Union has with its affiliated governing bodies.

LAUs shall maintain a Disciplinary Committee to manage disciplinary issues associated with the behavior of Individual Members and/or Member Clubs involved in activities under the LAU’s geographic jurisdiction. This responsibility is in conjunction with and subject to the Union’s Disciplinary Committee’s policies and procedures.

LAUs must elect a President, Treasurer, Secretary, and any other necessary officials to conduct business and must also offer membership to all Senior Club Organizations within its geographic jurisdiction. 

At the time of the adoption of these Restated Bylaws, the Union recognized the following eight (8) Local Area Unions: Allegheny, Chicago Area, Indiana, Iowa, Michigan, Minnesota, Ohio, and Wisconsin.

The Management Committee may order an LAU to merge, split up, or change boundaries if the Management Committee determined this would facilitate the administration of the Union. LAUs may request permission from the Management Committee to merge, dissolve, or otherwise change membership, provided that every Member Club will remain a Member Club of the Union.

The formation of an LAU must be approved by the Management Committee. A group of at least eight (8) Member Clubs may form a new LAU, subject to the approval of the Management Committee, if they agree to comply with the requirements of LAUs addresses above and the formation of the LAU is in the best interest of the Union.

Section 3.01.03(b) Local Referee Organizations (LRO) –  an organization of Individual (Referee) Members, formed by or on behalf of its affiliated Individual (Referee) Members, existing to facilitate the participation of its affiliated Individual Members in the officiating of the sport of Rugby Union and to promote goals consistent with the goals and objectives of the Union and its affiliated governing bodies.

An LRO shall support and comply with, and assure their Individual Member referees comply with, governing documents, objectives, policies, regulations, and contractual agreements of the Union including those the Union has with its affiliated governing bodies.

An LRO shall abide by the Union’s Certificate of Incorporation, these Bylaws, the policies, and procedures of the Union, and such other terms and conditions of membership established by the Management Committee, as they may be amended from time to time.

An LRO must also offer membership to all Individual Member referees within its geographic jurisdiction.

Section 3.02 New Membership Categories. The Management Committee shall have the authority to create new membership designations and specify the rights and limitations of each new designation at the time it is created.

Section 3.03 Membership Dues.  Members shall pay in a timely manner any fees and assessments established from time to time by the Management Committee. Further fees may be assessed by both its governing LAU and Union affiliated governing bodies as a requirement of this affiliation.

Section 3.04 Membership Term.  Membership is granted for a term of one (1) year or for other periods or upon terms as may be established by the Management Committee. Each Member may apply for renewal of their membership, which shall be subject to the approval of the Union. Renewal of membership is dependent on continued satisfaction of the eligibility criteria set forth above.

Section 3.05 Good Standing.  All Members must abide by all rules and regulations relating to eligibility, competition, play, and participation imposed by the Union including those the Union has with its affiliated governing bodies.  These rules and regulations may be amended from time to time.

All Members must also abide by the Union’s Articles of Incorporation, these Bylaws, the policies, and procedures of the Union, and such other terms or conditions of membership established by the Management Committee, as they may be amended from time to time.

All Members must also abide by any additional rules, regulations, or policies imposed by its governing LAU.

Section 3.06 Voting Rights.

Section 3.06.01 Individual Member Voting Rights.  For Union business, Individual Members shall have no voting rights; rather, their membership count shall be weighted in the votes of Member Clubs and/or Organizational Members who vote on their behalf.

Section 3.06.02 Member Club Voting Rights.  Member Clubs’ voting rights are typically proxied to their Local Area Unions but may be revoked from the LAU upon request to the Management Committee by the Member Club. A Member Club’s vote is weighted by the number of Individual Members they have affiliated at a given time.

Section 3.06.03 Organizational Member Voting Rights For the conducting of Union business, under most circumstances as decided by the Management Committee, Local Area Unions shall vote on behalf of their Member Clubs and their Individual Members. Each LAU’s vote carries the weight of the Individual Members registered and in good standing with the Member Clubs within their LAU. As stated above, at any time, a Member Club may request the Management Committee vote on their own behalf. In these situations, the LAU’s weighted vote will be deducted by the number of Individual Members registered and in good standing of the Member Club wishing to vote on their own behalf. LROs do not have voting rights on Union business.

Section 3.07 Voting by Proxy.  Proxy voting is permitted at all meetings. Members in Good Standing may designate another Member in Good Standing to vote on their behalf so long as this has been determined in writing in advance of the meeting. Proxies should be delivered to the Union Secretary prior to the meeting and automatically expire upon adjournment of the meeting. At a minimum, a proxy notification should include the name of the member unable to attend, the name of the proxy voter and the meeting for which the proxy is in effect.

Section 3.08 Meetings of Members.  All Meetings shall follow Robert’s Rules of Order unless other rules of order are approved by the board. There are two (2) types of Meetings of Members held by the Union: General Meetings and Special Meetings.

Section 3.08.01 General Meetings. Each calendar year, the Union will hold two (2) General Meetings, the Annual General Meeting (AGM) and the Mid-year General Meeting (MGM). The AGM must be held after January 1st but no later than March 30th of a given year. If no AGM date has been provided by the Management Committee, then the AGM will be held on the first Saturday in February at a location determined by the Management Committee. The MGM shall be at least five (5) but no more than seven (7) months from the date of the AGM. If no MGM date has been provided by the Management Committee, then the MGM will be held on the last Saturday of July at a location determined by the Management Committee.

Section 3.08.02 Special Meetings. A Special Meeting may be called by the Union President if the Management Committee deems a meeting necessary. Additionally, a Special Meeting shall be called by the Union President if they receive a written request from either at least one-third of the Member Clubs in Good Standing, or at least one-third of the LAUs.  For Clubs, this request must be signed by an authorized officer of a Member Club and proxy requests are not permitted. A copy of a facsimile transmission or an email may serve as a signed, written request, if it is received from a verifiable account or address of an authorized officer of a Member Club. For LAUs, this request must be signed by the president of the LAU and proxy requests are not permitted. A copy of a facsimile transmission or an email may serve as a signed, written request, if it is received from a verifiable account or address of the president of the LAU.

A Special Meeting may only address a specific issue(s) for which the meeting was called. No Special Meeting may be called fewer than thirty (30) days prior to a General Meeting.

Section 3.09 Notice of Meetings.

Notice of any General or Special Meetings shall be given to each Local Area Union and Member Club entitled to vote thereat. Notice shall be provided via email and published on the Union’s official website and social media channels. Notices for General Meetings shall be no less than thirty (30) days prior to the date of the meeting. Notices for Special Meetings shall be no less than fifteen (15) days prior to the date of the meeting. Notices shall specify the place, date, and time of the meeting and shall state the general nature of the business to be considered at the meeting.

Section 3.10 Meeting Quorum.  The presence of at least two-thirds (2/3) of the Member Clubs (either directly or via the Member Clubs’ LAU delegate) shall constitute a quorum. Presence shall be made in person, via proxy, or by conference call, web conference or other verifiable means at the discretion of the Management Committee if quorum is maintained for the duration of the meeting.

 Section 3.11 Suspension and Expulsion.  Any Member (Individual, Club or Organization) may be suspended or expelled from the Membership of the Union with just cause upon the affirmative vote of the Management Committee if, in the discretion of the Management Committee as indicated in such vote, the suspension or expulsion would be in the best interest of the Union. Nothing in these Bylaws shall be construed as granting to a Member a continued expectation of membership in the Union.  

Section 3.12 Re-admission of Membership. The Management Committee may in its discretion re-admit former Members (Individual, Club or Organization). This vote is not required for admission to the Union, only re-admission.

Section 3.13 Member Rights to File Grievance. Any Club Member or individual member that is registered with a Member Club may file a written or electronic grievance with the President or Vice President of Discipline and Club Compliance pertaining to any matter within the cognizance of the Union and alleging a violation of any provision of these Bylaws or Union policies or procedures. Any grievance specifically naming the President, Vice President of Discipline and Club Compliance, Disciplinary Committee should additionally be filed with the Management Committee. A grieving party may have additional remedies provided by USAR, the SCC and by WR under their respective grievance or appeal procedures.

Section 3.13.01 Exhaustion of Remedies. The grieving party shall first exhaust all other Union procedures made available to them. Contents of Grievance. Any grievance shall allege the nature of the grievance and each element of these Bylaws or Union policies or procedures of which a violation is claimed by referencing a specific section thereof and stating in concise language how, when and where the alleged violation occurred.

Section 3.13.02 Member Grievance Resolution. All grievances shall be referred to the Disciplinary Committee for resolution pursuant to the written and effective policies, procedures and protocols established by the Disciplinary Committee.

Section 3.13.03 Submission to Arbitration.  If a complainant is dissatisfied with a decision entered according to the Union Disciplinary Policy and has exhausted the appeals processes provided by the Union, by USAR, the SCC and WR, then the sole remedy is an appeal to the American Arbitration Association pursuant to the commercial rules of the American Arbitration Association then in effect. Such a demand for arbitration shall be submitted in writing within 30 days of the complainant’s receipt of the final appeal decision by the last of the Union, USAR, SCC and WR as applicable. The arbitration shall be final and binding and shall be conducted on a timely basis.

Section 3.13.04 Arbitration. If a matter is submitted to arbitration pursuant to these Bylaws, the American Arbitration Association, upon receipt of the demand for arbitration, shall serve Notice on the parties to the arbitration and on Union, and shall immediately proceed with final and binding arbitration according to the Commercial Rules of the American Arbitration Association in effect at the time of the filing of the demand. Any party may be represented by counsel or by any other duly authorized representative at the arbitration proceeding. The arbitration proceeding shall be conducted on a timely basis in accordance with the rules and regulations of the American Arbitration Association; provided, however, the arbitrator may in his/her sole discretion assess the losing party and award to the prevailing party an amount equal to the prevailing party’s costs associated with the arbitration, including reasonable attorneys’ fees, if the arbitrator shall determine the position or arguments of the losing party are frivolous or without merit.

BYLAW IV – UNION OFFICERS

Section 4.01 Responsibility.  All Union Officers are responsible to the Membership of the Union.

Section 4.02 General Powers.  Subject to any limitations of these Bylaws or the Illinois Nonprofit Corporation Act, all organizational powers shall be exercised by, or under the authority of, and the business affairs of the Union shall be controlled by the Union Officers. Without prejudice to such general powers, the subject to the same limitations, it is hereby expressly declared that the Union Officers shall have the following powers:

1. To conduct, manage, and control the affairs of the Union, and to make such rules and regulations therefore, non-inconsistent with law or these Bylaws, as they deem best.
2. To appoint chairpersons, managers, agents, and other designees to the Union, subject to such limitations as may appear in these Bylaws, and to prescribe such powers and duties for these persons as may not be inconsistent with law or these Bylaws.
3. To manage in such a manner as they may deem best, all funds and property, real and personal, received and acquired by the Union, and to distribute, loan, or dispense the same or the income and profits there from.
4. To borrow money and incur indebtedness for the purpose of the Union and to cause to be executed and delivered therefore, in the Union’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidence of debt, and securities thereof.
5. To create such trusts, foundations, and subsidiaries, as the Union Officers shall deem necessary and to appoint the trustees, Officers, or other governing officials of such legal entities.
6. To designate any place for the holding of any Membership or Management Committee meetings, to change the principal office of the Club for the transaction of its business.

Section 4.03 Number and Definition.  The Membership of the Union shall elect a President, a Vice President of Competition, a Vice President of Discipline and Compliance, a Treasurer, and a Secretary. Each Officer shall hold their office until a successor is elected and qualified, or until the Officer’s resignation, death, or removal.

Section 4.03.01 President.  The President will be the Chief Executive Officer (CEO) of the Union and will have general and active supervision over the business of the Union and over its other Officers with approval from the Membership. The President will serve as the Chairperson of the Management Committee and be responsible for the long-term strategic planning of the Union.

Section 4.03.02 Vice President of Competition.  The Vice President of Competition will be the chairperson of the Competition Committee and will work in consultation with that committee to develop and coordinate all Union competitions, tournaments, tours, and events specifically classified as Union events. They will organize and appoint managers for all competitions that determine Union Champions and representatives of national and international competitions in which the Union participates.

Additionally, the Vice President of Competition will coordinate all playing matters regarding Union Select Sides. This includes the establishment of selection committees and selection criteria for each individual Union Select Side and the appointment of coaches and/or managers of all Union Select Sides (all appointments are subject to the approval of the Management Committee.)

Section 4.03.03 Vice President of Discipline and Compliance.  The Vice President of Discipline and Compliance shall assure compliance of all Individual and Member Clubs within the Union and its affiliate governing bodies. The Vice President of Discipline and Compliance will serve as the chairperson on the Union’s Disciplinary Committee.

Section 4.03.04 Treasurer.  The Treasurer will:

• Prepare an annual budget and dues structure for the Union, which is to be presented and voted upon by the Membership at the Annual General Meeting.
• Be responsible for the long-term financial planning of the Union.
• Collect and manage all dues and fees owed to the Union by Membership.
• Make investments of Union funds and assets in accordance with any financial policies and procedures approved by the Management Committee.
• Be responsible for the deposit and disbursement of funds.
• Prepare financial statements and make quarterly reports to the Management Committee and semi-annual reports to the Membership at each of the general meetings.
• Present an Annual Financial Report to the Management Committee within ninety (90) days of the fiscal year end (1/31).

Section 4.03.05 Secretary. The Secretary will:

• Assume the position of Chairperson of the Management Committee in the absence of the President.
• Assume the powers and responsibilities of the Officer of the President if the office becomes vacant between General Meetings.
• Keep the roster of Member Clubs of the Union.
• Keep the minutes of all General and Special Meetings of the Union.
• Keep the minutes of all Management Committee Meetings of the Union.
• See that all notices are duly given.
• Be the custodian of all Union records.
• Conduct and have charge of all relevant Union correspondence.
• Oversight and management of all online communications specifically, but not limited to, website and social media.
• In general, perform all duties incidental to the Office of Secretary.

Section 4.04 Qualifications for Office.  Every Officer should be an Individual Member in good standing of a Member Club for the duration of their tenure in office. All Officers shall be at least eighteen (18) years old.

Section 4.05 Salaries.  There shall be no salaries paid to any Officers; however, reasonable expenses incurred on behalf of the Union will be reimbursed.

Section 4.06 Nomination Process. At the AGM, the Union President will open the floor for nominations. Nominations for open Officer roles may be made by voice by an Individual Member, Member Club or Local Area Union in Good Standing with the Union. The Nomination must then be seconded by an Individual Member, Member Club or Local Area Union in Good Standing with the Union in Good Standing and accepted by the nominee. Nominations may be submitted in writing to the secretary by any allowed person prior to the AGM. A copy of a facsimile transmission or an email may serve as a signed, written request, if it is received from a verifiable account or address of the person making the submission.  Such submissions should include the rationale for the nomination.  All nominations must be accepted by the person nominated.

Section 4.07 Electoral Procedure at the Annual General Meeting. The Union President will close the nomination period and open the floor for discussion. At the conclusion of the discussion, the Union President will close the discussion and move to a vote. Votes will be cast as described by Section 3.06 of these Bylaws.

Section 4.08 Term of Office. Officers will take office immediately following the election and will serve a term of two (2) years. Officers will be elected on the following cycles:

Officer Title	Election Year
President	Odd Year
Vice President of Competition	Even Year
Vice President of Discipline & Compliance	Odd Year
Treasurer	Even Year
Secretary	Odd Year

Section 4.09 Resignation and Removal. Any Officer may resign from office at any time by giving written notice thereof to the Union Secretary or their designee. If the Secretary should resign, they shall provide written notice thereof to the Union President or their designee. Any Officer may be removed with cause by affirmative two-thirds (2/3) vote by the Membership of the Union.

Some causes for removal from office include, but are not limited to:

1. Conviction of a felony.
2. Commitment of a material breach of fiduciary duty.
3. Commitment of an act of moral turpitude.
4. Ceasing to be a Member in Good Standing of the Union.

Section 4.10 Existence of Vacancies. A vacancy of an Officer position exists if an Officer becomes deceased, incapacitated, resigns, or is removed from office.

Section 4.11 Filling of Vacancies. Any vacancy must be filled by a quorum vote of the Membership at the next Annual General Meeting. In the interim, the Union President may appoint an Interim-Officer for the remaining period prior to the Annual General Meeting. The Officer, appointed or elected, will serve the remaining term of the original office.

Section 4.12 Meetings. Meetings of the Union Officers (also known as the Management Committee) shall be held at any location or online whichever has been designated, from time to time, by the Management Committee. The Management Committee shall hold as many meetings as required to properly communicate and conduct business for the Union.

Section 4.13 Notice of Meetings. Notice of the time and place of Management Committee Meetings shall be given personally or via electronic means within seven (7) calendar days prior to any such meeting. The general nature of the meeting should be explained with the notice.

Section 4.14 Quorum and Voting.  A simple majority vote of the Union Officers shall be necessary to constitute a quorum for the transaction of business. Every act or decision done or made by the Union Officers will be duly held and shall be regarded as an act of the Union, unless a greater number is required by law of these Bylaws. Each Union Officer is entitled to one (1) vote. Voting by proxy is permitted if deemed necessary and approved in advance.

Section 4.15 ex Officio Advisors.  All immediate past Union Officers shall be considered ex Officio advisors if they so choose. Ex Officio advisors are entitled to attend and participate in Management Committee meetings, but they are not permitted to vote in their ex Officio capacity. However, the immediate past President may vote in the event of a tie amount for the Union Officers to break a tie.

Section 4.16 Committees.  Union Officers may establish standing or special committees they deem appropriate with such duties and responsibilities as they shall designate. These Bylaws or the Union Officers shall appoint committee members and chairpersons of such committees.

Section 4.17 Annual Transitions.  To maintain continuity, all former Union Officers whose terms have expired shall assure the orderly transition of authority to their successors before being relieved of their responsibility to the Union.

BYLAW V – UNION EMPLOYEES

Section 5.01 Employee Definition.  From time to time, the Union may utilize professional employees such as administrators and coaches. These employees should be contracted and approved by the Union President and Treasurer.

Section 5.02 Appointment and Removal.  The Union Officers shall designate any methods for hiring or removing an employee.

BYLAW VI – PROHIBITED ACTIVITIES

Section 6.01 Actions Jeopardizing Tax Status.  The Union shall not carry on any activities not permitted to be carried on by an organization exempt from federal income taxes under section 501(c)(4) of the Internal Revenue Code of 2018, as amended, or the corresponding provision of any future United States internal revenue law.

Section 6.02 Private Inurement.  No part of the net income or net assets of the Union shall insure to the benefit of, or be distributable to, its Officers, chairpersons, or Members. Specifically, Union revenue generated from non-members shall not be used to the personal advantage of the members (such as in reduced dues, improved facilities, and the like). However, the Union is authorized to pay reasonable compensation to employees for services rendered and to make payments and distributions in furtherance of its tax-exempt status.

Section 6.03 Non-Discrimination.  In the conduct of all aspects of its activities, the Union shall not discriminate on the grounds of age, race, religion, sex, disability, or national origin.

Section 6.04 Conflicts of Interest. A conflict of interest occurs when a person under a duty to promote the interests of the Union (a “fiduciary”) can promote a competing interest instead. Fiduciaries include all Union employees, Officers, chairpersons, or members of any committee. Undisclosed or unresolved conflicts of interest are a breach of the duty to act in the best interests of the Union and work to the detriment of the Union. All conflicts must be disclosed to the Management Committee and the individual with a conflicting interest must not participate in judging the merits of that interest. That individual must abstain from voting on, recommending a course of action with respect to the situation giving rise to the conflict. When all of these are done, the conflict is discharged.  A continuing unresolved conflict may be grounds for removal at the discretion of the Management Committee.

BYLAW VII – OTHER FINANCIAL MATTERS

Section 7.01 Property of the Union. The title of all property of the Union, both real and personal, shall be vested in the Union.

Section 7.02 Disposition upon Dissolution. The Board may discontinue the activities of the Union as presently constituted.  The dissolution of the Union requires a two-thirds (2/3) majority vote of the voting authority of the Member Clubs in Good Standing represented at the meeting at which the vote is taken. 

The Management Committee may propose the dissolution of the Union.  Notice of the proposed dissolution of the Union will be circulated to all Member Clubs no fewer than forty five (45) days or more than ninety (90) days prior to the meeting at which the dissolution is to be considered.  Sending the details of the proposed dissolution including the provisions for assets and liabilities to each LAU President will be deemed as giving notice to all Member Clubs of that LAU.

Upon the dissolution of the Union, the net assets of the Union, after discharging or making provision for all liabilities, will pass intact to the following in this order of preference as long as the preferred organizations qualify under the Internal Revenue Code (IRC) as a charitable organization for the development of amateur sports:

1. A new organizational body that embodies the same objectives and purposes of the Union. This replacement organization must be formed and functional within one year after the dissolution of the Union; or
2. The surviving constitutional bodies which meet the Objectives and Purposes of the Union; or
3. Pro Rata to the Member Clubs in good standing as of the date of dissolution.

If none of the above organizations exists or meets the IRC requirements, an escrow account, administered by a Trustee selected by the Management Committee, will be established to allow the net assets to pass to any organization that qualifies under the IRC.

Section 7.03 Contracts. The Management Committee may authorize an Officer to enter any contract or execute and deliver any instrument in the name of and on behalf of the Union. Such authority may be general or confined to a specific instance. Unless so authorized by the Management Committee, no Officer, agent, or employee shall have any power or authority to be liable for any purpose or to any amount. When the execution of any contract or other instrument has been authorized by the Management Committee without specification of the executing Officer, the President, either alone or with the or without the Secretary, may execute the same in the name of, and on behalf of, the Union, and any such Officer may affix the corporate seal (if any) of the Club thereto.

Section 7.04 Financial Accounts. The Union may establish one or more checking, savings or investment accounts with appropriate financial entities or institutions as determined at the discretion of the Management Committee to hold, manage, or disburse any funds for Union purposes. All checks, drafts, other orders for the payment of money, bank cards, and all notes or other evidence of indebtedness issued in the name of the Union, shall be signed by such Officers of the Union, and in such a manner, as is determined by the Management Committee from time to time. Any bank card issuance in addition to the Treasurer must be approved by the Management Committee.

Section 7.05 Financial Statements and Reports. The Treasurer, their designee, or an appointed independent contractor shall at such time as the Management Committee determines prepare for the Union as a whole a consolidated financial statement, including a statement of combined capital assets and liabilities, a statement of revenues, expenses and distributions, a list of projects and/or organizations for which funds were used or distributed, and such other additional reports or information as may be ordered from time to time by the Management Committee. The Treasurer or auditor shall also prepare such financial data as may be necessary for the returns or reports required by the State or Federal Government to be filed by the Union. Any expenses incurred in the preparation of these documents shall be proper expenses of administration.

Section 7.06 Limitations on Debt. No evidence of indebtedness shall be issued in the name of the Union unless authorized as specified in these Bylaws. Specifically, without limitation, no loan shall be made to any Officer. Any Officer who assents to or participates in the making of any such loan shall be liable, in addition to the borrower, for the full amount of the loan until it has been fully repaid.

Section 7.07 Liability of Officers. No Officers shall be personally liable to its creditors if for any of indebtedness or liability and all creditors shall look only to the Union assets for payment. Further, the Management Committee, nor any of its individual members, shall be liable for acts, neglects or defaults of an employee, agent or representative selected with reasonable care, nor for anything the same may do or refrain from doing in good faith, including the following of done in good faith: errors in judgment, acts done or committed on advice of counsel, or any mistakes of fact or law. The Union shall purchase a Directors and Officers Insurance policy with minimum coverage of $2,000,000.00 to protect Union Officers.  The amount of the coverage shall be updated on a regular basis as appropriate to maintain a similar coverage.

Section 7.08 Liability of Members. No Member of the Union shall be personally liable to its creditors or for any indebtedness or liability and all creditors shall look only to the Union’s assets for payments.

Section 7.09 Property Interests Upon Termination of Membership. Members have no interest in the property, assets, or privileges of the Union.

Section 7.10 Fiscal Year. The fiscal year of the Union shall be from February 1st – January 31st.

BYLAW VIII – COMMITTEES

Section 8.01 Committee Powers and Limitations. No committee has the power to do any of the things a committee is prohibited from doing under the Illinois Nonprofit Corporation Act. The Management Committee may refer to the proper committee any matter affecting the Union or any operations needing study, recommendation, or action. Except in cases where these bylaws or the Management Committee has by written resolution provided otherwise, the function of any committee is as an advisory group to the Management Committee. No member of any committee, without the prior consent of the Management Committee, has the authority to purchase, collect funds, open bank accounts, implement policy, or bind or obligate the Union or its Management Committee in any way or by any means. All such powers are expressly reserved to the Management Committee. All committees shall act by majority vote, unless otherwise prescribed by the Management Committee.

Section 8.02 Committee Membership. The Management Committee shall appoint the members of such committees and select the chairpersons. Any Member of the Union, including members of the Management Committee and appointed agents, may be appointed in such committees. Every committee shall consist of at least two (2) persons. Committee members serve at will and may serve as long or as little as determined by the Management Committee or the committee chairperson.

Section 8.03 Standing Committees. In addition to other committees the Management Committee may establish from time to time, the following shall be standing committees of the Union:

Section 8.03.01 Management Committee is comprised of the Officers of the Union and any additional designees appointed by the Officers. This committee is responsible for the daily operation of the Union. The Management Committee should meet as often as required to conduct the business of the Union but should meet at least before each Annual General Meeting. The President is the Chairperson of this Committee.  Additional members may be invited to participate to execute the responsibilities of the management committee. The only voting members for the committee will be the elected officials participating in the vote.

Section 8.03.02 Competition Committee is composed of the Vice President of Competition, who serves as the Chairperson, the Division Coordinators, and the League Managers for all recognized Union competition leagues. The Competition Committee will address the competition needs of Member Clubs, manage club competition leading to the Union Championships, and manage the Union Select Side Programs. The Vice President of Competition and the Division Coordinators have a vote on matters in the committee. League Managers and other Union designees serve in an advisory capacity.

Section 8.03.03 Disciplinary Committee is comprised of the Vice President of Discipline and Compliance, who serves as the Chairperson, and the Disciplinarian from each Local Area Union in Good Standing, all of which are afford an equal vote. The Disciplinary Committee will manage all disciplinary issues concerning Individual Members, Member Clubs, and Organizational Members. All formal complaints shall be forwarded to the Chairperson of the Committee in accordance with the established Disciplinary Policy of the Union.

Section 8.04 Ad-Hoc Committees. Ad hoc Committees will be appointed to handle a specific project or task, of which (it) is anticipated (will) to be accomplished in a given period of time.  Subject to the approval of the Management Committee, the President may create an Ad Hoc committee and appoint its chairperson.  The committee will exist until:

1. The specific project or task is accomplished, and a final report is submitted; or
2. The President or Management Committee decides that the Ad Hoc Committee is no longer needed.
3. If the Chair of an Ad hoc Committee resigns or is removed by the Management Committee before the Committee is disbanded, the President will name his replacement.  At every Annual General Meeting, the President will inform the Board which Ad Hoc Committees are in existence and the appointed Chairpersons.

Section 8.05 Minutes. The committee chairperson, or their designee, must take detailed minutes of each meeting and report said minutes to the Secretary within fourteen (14) calendar days of any meeting for consolidated storage and Management Committee review. Any sub-committee or working group minutes should be reported to the standing committee in which they report to within fourteen (14) calendar days.

BYLAW IX – INDEMNIFICATION

Section 9.01 Right to Indemnification. Each person who was or is a party to or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, formal or informal (hereinafter referred to as a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is a legal representative, is or was a Director or, while serving as a Director, is or was serving at the request of the Union as an agent, Officer, Director, partner, trustee, employee of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, whether the bases of the proceeding is alleged action in an official capacity as an Officer, Chairperson, Director or agent or in any other capacity while serving the Union, shall be indemnified and held harmless by the Union to the fullest extent authorized by state law, as it exists or may be amended, against all expenses, liability, and loss reasonably incurred by the person in connection therewith, and the indemnification shall continue for a person who has ceased to be an Officer and shall inure to the befit of his or her heirs, executors and administrators; provided however, that except as provided in the next section with respect to proceedings seeking to enforce rights to indemnification, the Union shall indemnify any such person seeking indemnification in connection with a proceeding, or part thereof, initiated by the person on if the proceeding, or part thereof, was authorized by the Management Committee. To the extent authorized by state law, the Union may, but shall not be required to, pay expenses incurred in defending a proceeding in advance of its final disposition. The right to indemnification conferred in this bylaw shall be a contract right.

Section 9.02 Non-Exclusivity Rights. The right to indemnification conferred in this bylaw shall not be exclusive of any other right that any person may have or acquire under any statute, provision of the Bylaws of the Organization, agreement, or vote of members.

Section 9.03 Indemnification of Officers and Agents. The Union may, to the extent authorized from time to time by the Management Committee, grant rights to indemnification and to payment by the Union, for expenses incurred in defending any proceeding before its final disposition, to any Officer, Director, or agent of the Union to the fullest extent of the provisions of this bylaw with respect to the indemnification and advancement of expenses of Officers of the Union.

Section 9.04 Changes in United States or Illinois Law. If there is any change of federal or state statutory provisions applicable to the Union relating to the subject matter of this bylaw, then the indemnification to which any person shall be entitled under this bylaw shall be determined by the changed provisions, but only to the extent that the change permits the Union to provide broad indemnification rights than the provision permitted the Union to provide before the change. Subject to the next Section, the Management Committee is authorized to amend these bylaws to conform to any such changes statutory provisions.

Section 9.05 Amendment or Repeal of a Bylaw. No amendment or repeal of the bylaws shall apply to or have any effect on any Officer, agent, or member for or with respect to any acts or omissions of the Officers, agents, Officers, or members occurring before the amendment or repeal.

Section 9.06 Impact of Tax-Exempt Status. The rights to indemnification set forth in this bylaw are expressly conditioned upon such rights not violating the Union’s status as a tax-exempt organization described in section 501(c)(4) of the Internal Revenue Code of 2018, as amended.

BYLAW X – AMENDMENTS TO BYLAWS

Section 10.01 Adoption.  These bylaws must be adopted by the Management Committee and then ratified by the Membership at the Annual General Meeting. Subsequently, these Bylaws may be amended, re-stated, or repealed by a majority vote of the Membership.

Section 10.02 Inspection of Bylaws. The original or copy of these Bylaws, as amended, or otherwise altered to date, certified by the Secretary, shall always be kept in the principal office of the Union for the transaction of business, and shall be open to inspection by the members, and Officers at all reasonable times.